8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 15, 2005

COMMERCE ENERGY GROUP, INC.

(Exact Name of registrant as specified in its charter)

Delaware	001-32239	20-0501090
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

600 Anton Blvd., Suite 2000
Costa Mesa, California
(Address of principal executive offices) 92626
(Zip Code)

Registrant’s telephone number, including area code: (714) 258-0470

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2 (b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02. Results of Operation and Financial Condition.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

Item 2.02. Results of Operation and Financial Condition.

      The information being furnished in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.

      On December 15, 2005, Commerce Energy Group, Inc. (the “Company,”) issued a press release announcing its operating results for the quarterly period ended October 31, 2005. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

Exhibit
No.			Description
	99	.1	Press Release dated December 15, 2005

1

SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, Commerce Energy Group, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

COMMERCE ENERGY GROUP, INC.

a Delaware corporation

By:  /s/ STEVEN S. BOSS

Steven S. Boss

Chief Executive Officer

Date: December 15, 2005

2

EXHIBIT INDEX

Exhibit
No.			Description
	99	.1	Press Release dated December 15, 2005

EX-99.1

Exhibit 99.1

NEWS RELEASE

COMMERCE ENERGY GROUP REPORTS RESULTS
FOR FIRST FISCAL QUARTER

COSTA MESA, CA., December 15, 2005 - Commerce Energy Group, Inc. (AMEX: EGR), a leading U.S. electricity and natural gas marketing company, today announced results for its fiscal first quarter ended October 31, 2005.

First Quarter Results

The company reported net income of $0.2 million, or $0.01 per share, for the first quarter of fiscal 2006, compared with a net loss of $0.0 million, or $0.00 per share, for the first quarter of fiscal 2005.

Net revenues for the first quarter of fiscal 2006 were $64.4 million, a 10% increase compared with $58.5 million for the first quarter of fiscal 2005. The increase was primarily attributable to the natural gas and electric customers that were added as a result of the company’s acquisition in February 2005 of the ACN energy assets, and was partly offset by lower revenues in the company’s electricity markets in California, Pennsylvania and Michigan.

Gross profit for the first quarter of fiscal 2006 increased to $8.2 million, a 15% increase from $7.2 million in the first quarter fiscal 2005. The addition of $1.9 million of gross profit from the ACN energy assets was partly offset by lower gross profit on electricity sales in Commerce Energy’s Michigan and Pennsylvania markets due primarily to lower mark-to-market supply contract gains and reduced sales volumes. Retail sales volumes in the Michigan and Pennsylvania electricity markets totaled 300 million kWh for the first quarter of fiscal 2006, a 43% decline from the comparable period in fiscal 2005.

General and administrative expenses for the first quarter of fiscal 2006 increased to $7.6 million, a 52% increase from $5.0 million in first quarter fiscal 2005. The increase reflects $1.8 million of added direct costs related to the acquired operations of the ACN energy assets; $0.6 million in higher legal, board, and other expenses primarily incurred in connection with severance agreements to former executive officers; and $0.2 million resulting from the adoption of SFAS 123R.

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Commerce Energy Group, Inc.

“In the first quarter we made significant progress in our efforts to move Commerce Energy to a position of sustainable profitability,” said Steven S. Boss, chief executive officer. “As we progress through the year, our focus is on leveraging our substantial market presence and operational support capabilities in our existing market areas and on exploiting opportunities to expand into new markets that offer the potential for customer growth and margin contributions.”

Liquidity

At October 31, 2005, the company had total cash and cash equivalents of $21.2 million and no long-term debt. The company does not have open lines of credit for direct unsecured borrowings or letters of credit. Credit terms from Commerce Energy’s suppliers often require the company to post collateral against its energy purchases and against its mark-to-market exposure with certain suppliers. Commerce Energy currently finances these collateral obligations with available cash. As of October 31, 2005, the company had $8.3 million in restricted cash and cash equivalents to secure letters of credit required by suppliers and $13.2 million in deposits principally pledged as collateral in connection with energy purchase agreements.

About Commerce Energy Group, Inc.

Commerce Energy Group, Inc. (AMEX:EGR) is a leading independent U.S. electricity and natural gas marketing company, operating through its wholly owned subsidiaries, Commerce Energy, Inc. and Skipping Stone, Inc. Commerce Energy, Inc. is a FERC-licensed unregulated retail marketer of natural gas and electricity to homeowners, commercial and industrial consumers and institutional customers operating in nine states. Skipping Stone is an energy consulting firm serving utilities, pipelines, merchant trading and technology companies. For more information, visit www.commerceenergygroup.com.

Contacts: Commerce Energy Group, Inc.
Investor Relations
(800) 962-4655
InvestorRelations@commerceenergy.com PondelWilkinson Inc.
Cecilia Wilkinson/Wade Huckabee
310-279-5980
cwilkinson@pondel.com/
whuckabee@pondel.com

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Forward Looking Statements

Except for historical information contained in this release, statements in this release, including those of Mr. Boss, may constitute forward-looking statements regarding the company’s assumptions, projections, expectations, targets, intentions or beliefs about future events. Words or phrases such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “targets,” “will likely result,” “will continue,” “may,” “could” or similar expressions identify forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed. Commerce Energy cautions that while such statements are made in good faith and the company believes such statements are based upon reasonable assumptions, including without limitation, management’s examination of historical operating trends, data contained in records, and other data available from third parties, the company cannot assure that it projections will be achieved. In addition to other factors and matters discussed from time to time in our filings with the U.S. Securities and Exchange Commission, or the SEC, some important factors that could cause actual results or outcomes for Commerce Energy Group, Inc. or its subsidiaries to differ materially from those discussed in forward-looking statements include: the volatility of the energy market, competition, operating hazards, uninsured risks, failure of performance by suppliers and transmitters, changes in general economic conditions, seasonal weather or force majeure events that adversely effect electricity or natural gas supply or infrastructure, increased or unexpected competition, adverse state or federal legislation or regulation or adverse determinations by regulators, including failure to obtain regulatory approvals. Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, Commerce Energy undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all such factors.

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(Tables Follow)

Commerce Energy Group, Inc.

Consolidated Statements of Operations
(in thousands, except per share data)

	First Quarter Ended October 31,
	2005			2004
Net revenue	$	64,368		$	58,496
Direct energy costs		56,128			51,335
Gross profit		8,240			7,161
Selling and marketing expenses		698			953
General and administrative expenses		7,609			5,007
Income (loss) from operations		(67	)		1,201
Other income and expenses:
Initial formation litigation expenses		—			(1,439	)
Interest income, net		287			190
Net Income (loss)	$	220		$	(48	)
Net Income (loss) per common share — Basic & Diluted	$	0.01		$	(0.00	)
Weighted-average shares outstanding:
Basic		31,719			30,519
Diluted		31,999			30,519

Volume and Customer Count Data

	First Quarter Ended October 31,
	2005		2004
Electric — Thousand kilowatt-hour (kWh)		551,000		775,000
Natural Gas — Dekatherms (Dth)		715,000		—
Customer Count		134,000		100,000

Condensed Consolidated Balance Sheets
(in thousands)

	October 31, 2005		July 31, 2005
Assets
Cash and cash equivalents	$	21,233	$	33,344
Accounts receivable, net		27,565		27,843
Inventory		8,140		4,561
Other current assets		7,708		3,542
Total current assets		64,646		69,290
Restricted cash and cash equivalents		8,313		8,222
Deposits		13,201		11,347
Property and equipment, net		2,251		2,007
Goodwill, intangible and other assets		11,489		11,766
Total assets	$	99,900	$	102,632
Liabilities and stockholders’ equity
Accounts payable	$	22,901	$	25,625
Accrued liabilities		6,664		6,946
Total current liabilities		29,565		32,571
Total stockholders’ equity		70,335		70,061
Total liabilities and stockholders’ equity	$	99,900	$	102,632